We had naturalist Ann Miletich, whose acts, some three in a day, ranged from spitting water out of her mouth to imitate a whale filtering through his baleen; spreading out a complete bear skin on a lounge floor; and passing around a piece of glacier. (Yes, it's very cold; no, it doesn't melt as fast as you might think.)

OK, there also were old kid videos in the lounge room and a few movies of pretty recent vintage in the evenings. And there were a few activities, aimed at the really young set, like making "Aleutian hats," though at age 10, our son knew construction-paper cones with paper fringes were a pretty far cry from the real thing.

A cruise has lounge chairs. We had comfortable seats in the indoor observation lounge, but deck chairs outside? Nah. We could sit on top of the life jacket bins.

STATE ROOMS, OR NOT

A cruise has state rooms. We had state rooms, too.

We were lucky enough to score an outside cabin with a porthole. But our cabins were about as utilitarian as you could get: a set of two bunk beds and, forming the L of the L-shaped room, a third bed; a tiny fold out-table/desk and chair, airplane-size bathroom with shower (no tiny little shampoos; but they did have soap). For this, we paid $305 for the three of us - which is on top of the passenger fare, another $633. Not exactly cheap.

Others who booked after the cabins were sold out, or didn't want to pay for one, placed their sleeping bags under a heated open area on plastic chaise lounges. (Now, you're going to think I lied about the deck chairs, but these don't count - people left their bags on the chairs, so there were never any available for actual "lounging").

Still others pitched their tents on the top deck, securing them against the sometimes strong winds with duct tape, or stretched their sleeping bags out in the movie-watching lounge, between the chairs.

They rented towels and shower time.

We later heard from someone who'd spent a sleepless first night in her tent. The winds were howling so much she was sure the tent would be blown into the frigid Inside Passage waters - and the alcohol-swilling yahoos nearby drew the ship disciplinarians. Later we'd hear constant reminders via loudspeakers that the only drinking allowed was in the cocktail lounge. Those were apparently no idle reminders.

SIGHTSEEING ON THE RUN

A cruise ship makes port stops.

We had port pauses - sometimes.

What we hadn't realized is that the nifty ferry schedule, which shows two and one half hours stopped in this town, two hours in that town, is only an approximation. If the ship is off schedule, the stop time shrinks - or disappears altogether.

Which was what happened to us.

Strong winds had slowed the ferry, putting us way behind schedule. As the purser said sympathetically, "They really need to make it clear, in detail, in the literature," she said. "People pay a lot of money, and then they don't get to see what they want to see."

We saw Petersburg in the dark, from 10 p.m. to midnight. This turned out to be our longest stop - we'd been scheduled for 45 minutes, in early evening. From what we could make out - squinting by dim streetlight at the Scandinavian rosemaling painting on the walls - it was kind of a picturesque fishing town. All the touristy shops were closed; everybody from the ferry ended up making a pilgrimage to the only thing open - a mini-mart.

Our 21/2-hour stop in Ketchikan turned into 1 hour, 15 minutes; we jumped into a taxi with a couple from Colorado, plunked down $50 between us, and said "give us the whirlwind tour."

We tore through town, as totems blurred into brothels-turned-shops, zipping along a wooden sidewalk that our cab driver told us used to be the back street the married men used to get to those brothels. We heard drumming from the clan house at Saxman Totem Park, but found out you had to be from a cruise ship and signed up for the hour-long, $30 show to be able to enter.

We'd heard Sitka was especially interesting, as the former capital of Russian America, and site of a fateful battle between the Tlingits and Russians. But, again, we had only a cut-short stay. Usually there's a quickie-tour bus for ferry passengers, but because we had only an hour and a quarter available it wasn't going to stop anywhere, just cruise through town.

We decided to light out on our own. Trying to choose between Sitka National Historic Park and the Russian Bishop's House, we thought maybe we could do both quickly. But we got lost on the totem walk, and had to run after the earlier-scorned tour bus that happened to pass by to beg a ride, barely making it back to the ferry in time.

In Wrangell, 45 minutes was shaved to a half-hour. Even 45 would have been just enough to walk into town, take a quick gander and then get back to the ship. But, with 30 minutes, we were part of a hilarious scenario of ferry passengers running to glimpse the town's main street and then running back - all in a line.

To be sure of having more time to tour the towns, some people aboard told us they'd stop overnight at some of the towns, then pick up the ferry again. Just remember the ferry doesn't stop everywhere every day and you may find yourself boarding at odd hours.

SCENERY AND WILDLIFE UP CLOSE

Cruise ships have spas and pools and aerobics classes.

We had circumnavigating the ferry decks - except that the winds were so fierce at the bow, we had to hang onto the rail.

In fact, the ferry actually has some advantages in that department. It follows a somewhat different route from the major cruise lines. Because the ferry is smaller, it can travel closer to land in places and through some narrower passageways.

But perhaps the biggest difference between cruise ship and ferry is that, on the ferry, you meet not just the pampered cruise set, but a motley assortment of interesting folk.

When the quirky Miletich asked people where they were from, it seemed that just about every state and many different countries, particularly in Europe, were represented.

What they share is a feeling of adventure, and the ability and willingness to be flexible.

And, sometimes, a smaller pocketbook.

While initially we thought we'd save money, that didn't turn out to be the case. Southeast Alaska is toured most easily by cruise ship, so as an independent traveler, getting to many places, like Glacier Bay National Park, for instance, ends up costing a lot. Our return Juneau-to-Seattle plane fare was cheaper than the ferry ride up.

But one reason we chose the ferry was to do some things not on the cruise itineraries - like spending a day at a bear preserve on Admiralty Island, off the coast from Juneau.

Our advice to others: Just don't expect a cruise.

On the NetFor more information about Alaskas Marine Highway, including ferry routes, fares, schedules and reservations, go to www.dot.state.ak.us/amhs/